# EXHIBIT 10(h)

# RESTRICTED STOCK AWARD
AGREEMENT

THIS  RESTRICTED
STOCK AWARD AGREEMENT ("Agreement") is made and entered  into as of this _____ day of
_______,  2004,  by  and  between  COACHMEN  INDUSTRIES,   INC.,  an  Indiana  corporation
(the  "Company"), and ____________, an individual (the "Participant").

WHEREAS, the Company has heretofore
adopted the 2000 Omnibus  Stock Plan of Coachmen  Industries,  Inc. (the "Plan");

WHEREAS,
the Company desires to grant an award of restricted stock to the Participant pursuant to
the Plan.

NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the parties do hereby agree as follows:

1.
    Certain Definitions.  When used herein, the following terms shall have the
meanings set forth below:

A.
    Change in Control of the Company shall mean the occurrence of
any of the following:

(i)    
          any person (as that term is used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, but excluding the Company, its affiliates, any
          qualified or non-qualified plan maintained by the Company or its affiliates, and
          any Passive Investor) becomes the beneficial owner (as defined in
          Rule 13d-3 promulgated under such Act), directly or indirectly, of securities of
          the Company representing more than 20% of the combined voting power of the
          Companys then outstanding securities;

(ii)    
          during a period of 24 months, a majority of the Board of Directors of the
          Company ceases to consist of the existing membership or successors nominated by
          the existing membership or their similar successors;

(iii)    
          shareholder approval of a merger or consolidation of the Company with any other
          corporation, other than a merger or consolidation which would result in the
          voting securities of the company outstanding immediately prior thereto
          continuing to represent (either by remaining outstanding or by being converted
          into voting securities of the surviving entity) more than 60% of the combined
          voting power of the voting securities of the Company or such surviving entity
          outstanding immediately after such merger or consolidation; or

(iv)    
          shareholder approval of either (i) a complete liquidation or dissolution of the
          Company or (ii) a sale or other disposition of all or substantially all of the
          assets of the Company, or a transaction having a similar effect.

---

B.
    Code means the Internal Revenue Code of 1986, as amended, or
any successor revenue code which may hereafter be adopted in lieu thereof.

C.
    Committeemeans the Management Development/Compensation
Committee of the Board of Directors of the Company.

D.
    Company Stockmeans shares of the Companys common
stock.

E.
    Passive Investormeans any person who becomes a beneficial
          owner of 20% or more of the combined voting power of the Companys then
          outstanding securities solely because (i) of a change in the aggregate number of
          voting shares outstanding since the last date on which the person acquired
          beneficial ownership of any voting shares or (ii) (A) the person acquired
          beneficial ownership of the shares based on calculations correctly performed and
          using the Companys most current reports publicly on file with the
          Securities and Exchange Commission which indicated that acquisition of the
          shares would not cause the person to become the beneficial owner of 20% or more
          of the voting shares then outstanding, and (B) the person had no notice or
          reason to believe that acquisition of the shares would result in the person
          becoming the beneficial owner of 20% or more of the voting shares then
          outstanding, and (iii) the person sells a number of shares that reduces the
          persons beneficial ownership of the voting shares to less than 20% of the
          voting shares outstanding within 10 business days after receiving notice from
          the Company that the 20% threshold had been exceeded.

F.
    Performance Measurement Period means the three year period
          beginning January 1, 2004 and ending December 31, 2006.

G.
    Performance Measurement Period Actual Net Incomemeans the
          sum of the Companys consolidated net income for each of the three calendar
          years included in the Performance Measurement Period as set forth in the
          Companys audited consolidated financial statements for each such year
          during the Performance Measurement Period.

H.
    Performance Measurement Period Target Net Incomemeans the
          aggregate consolidated net income target for the Company for the Performance
          Measurement Period as determined by the Committee prior to the commencement of
          the Performance Measurement Period.

I.
    Restricted Stock Awardmeans the restricted stock award
          granted pursuant to this Agreement.

J.
    Target Awardmeans ________ shares of Company Stock.

2.
    Grant of Award. The Company hereby grants to the Participant a Restricted
          Stock Award of an aggregate of __________ (______) shares of Company Stock (the
          Shares), on the terms and conditions set forth herein. The
          Restricted Stock Award will vest as set forth in Section 8.

3.
    Issuance of Shares. The Shares shall be issued in the Participants
          name as soon as reasonably practicable after the date of execution of this
          Agreement. Certificates

2

---

for the Shares shall be held in custody by the Company
          for the account of the Participant until the earlier of (i) the Lapse Date, as
          defined in Section 6 of this Agreement, or (ii) the date on which the Shares
          have been forfeited on or before the Lapse Date as provided in Section 6 of this
          Agreement.

4.
    Rights of Participant. Subject to the restrictions and risks of
          forfeiture set forth in this Agreement, the Participant shall be entitled to all
          rights of a stockholder of the Company with respect to the Shares, including the
          right to vote the Shares and, subject to Section 7 of this Agreement, the right
          to receive dividends and/or other distributions, if any, declared on such Shares
          from time to time. Dividends shall be paid into an interest-bearing account and
          held by the Company, and shall be subject to the general creditors of the
          Company, until paid to the Participant upon delivery of the certificates for the
          Shares pursuant to which the dividends were paid. Dividends and interest paid
          pursuant to Shares which are forfeited will be retained by the Company.

5.
    Transfer Restrictions. Until the Lapse Date, the Shares, and the right to
          vote such Shares or receive dividends on such Shares, shall not be sold,
          exchanged, assigned, pledged, bequeathed, devised, or otherwise transferred,
          directly or indirectly, voluntarily or involuntarily, by the Participant, or any
          person or entity claiming through or on behalf of the Participant, and no Shares
          may be subject in any manner to attachment, lien, execution, transfer by
          bankruptcy, judicial order or by operation of law, garnishment or other
          alienation or encumbrance of any kind, either direct or indirect, voluntarily or
          involuntarily before the Lapse Date; provided, however, that, subject to the
          terms of this Agreement, such Shares may be transferred upon the death of the
          Participant to the legal representative of the estate of the Participant or the
          person or persons who shall acquire the right to receive the Shares by bequest
          or inheritance or by reason of the death of the Participant. Any transfer or
          purported transfer of Shares in violation of the restrictions set forth in this
          Section 5 shall be null and void and shall result in the forfeiture to the
          Company, without notice and without consideration to the Participant, of the
          Shares transferred or purportedly transferred.

6.
    Release of Restrictions. The restrictions set forth in Section 5 shall
          lapse upon the earlier of the following (the Lapse Date): (i) the
          first day of the year following the end of the Performance Measurement Period
          (subject to completion of the final accounting and audit of the Companys
          financial statements for the third year of the Performance Measurement Period),
          or (ii) the occurrence of a Change in Control.

7.
    Forfeitures. The Shares shall be forfeited without notice and without
          consideration immediately in accordance with the following:

A.
    if the Participants employment with the Company is terminated during the
          Performance Measurement Period for any reason other than death, disability or
          retirement at age 65 or older, the Shares shall forfeit, unless the Committee,
          in its discretion, determines otherwise in the event the Company terminates the
          Participants employment for other than cause or the
          Participant retires prior to age 65; or

3

---

B.
    if the Participant transfers the Shares in any manner in violation of Section 5;
          or

C.
    if the Participant is demoted during the Performance Measurement Period,
          including, without limitation, in terms of title, position or duties, such that
          the Participant is no longer an Executive or Senior Manager of the Company, as
          determined by the Committee in its discretion; or

D.
    if, at any time during the Performance Measurement Period, the Participant has
          no Business Protection Agreement in effect with the Company; or

E.
    if, at any time during the Performance Measurement Period, the Participant is
          not in compliance with the Companys Code of Conduct, as determined by the
          Committee in its discretion; or

F.
    the Participant will forfeit all Shares granted to him under this Agreement with
          respect to any Shares that are not vested pursuant to Section 8 of this
          Agreement.

Any Shares forfeited under this
Section 7 shall be returned to the Company. Any dividends previously paid with respect to
any forfeited Shares shall also be forfeited and returned with the Shares so forfeited.

8.
    Vesting of Shares. The restrictions on the Shares set forth in Section 5
          shall lapse, and certificates for such Shares held for the Participant shall be
          distributed to the Participant as described in this Section 8. The Restricted
          Stock Award shall vest, if at all, as of the first day of the year following the
          end of the Performance Measure Period. The portion of the Restricted Stock Award
          that vests shall be equal to the product obtained by multiplying (i) the Target
          Award by (ii) the percentage obtained (the Vesting Percentage) as a
          result of dividing the Performance Measurement Period Actual Net Income by the
          Performance Measurement Period Target Net Income; provided, however, that,
          notwithstanding the foregoing, (a) no portion of the Restricted Stock Award
          shall vest unless the Vesting Percentage is at least 85% (the Threshold
          Percentage), and (b) the maximum Vesting Percentage shall be 115% (the
          Maximum Percentage). A certificate for the number of Shares which
          vest in accordance with this Section 7 shall be delivered to the Participant
          within thirty (30) days after the filing of the Companys Form 10-K with
          the Securities and Exchange Commission for the third year of the Performance
          Measurement Period.

9.
    Termination of Employment Upon Death, Disability or Retirement. If the
          Participants employment is terminated during the Performance Measurement
          Period by reason of the Participants death, disability or retirement at
          age 65 or older, the Restricted Stock Award will be prorated based on the date
          of death, disability or retirement and the number of months the Participant was
          actively employed during the Performance Measurement Period. The Restricted
          Stock Award, as so prorated, which shall vest shall be determined in accordance
          with Section 8 as of the first day of the year following the end of the
          Performance Measurement Period.

4

---

10.
    Code Section 162(m) Limitation. Notwithstanding anything in this
          Agreement to the contrary, to the extent that Code Section 162(m) would operate
          to limit the Companys federal income tax deduction for remuneration with
          respect to a Participant, resulting in federal income tax liability to the
          Company, the Participants receipt of Shares shall be deferred until
          Section 162(m) no longer operates to result in such federal income tax liability
          to the Company. The determination of whether Code Section 162(m) operates to
          limit the Companys deduction in a manner resulting in federal income tax
          liability to the Company will be determined by the Committee. Payment of the
          Shares shall occur in the following calendar year (or, if necessary, each
          subsequent calendar year) to the extent such payment, when added to other
          remuneration subject to the Section 162(m) limit for such year, does not result
          in federal income tax liability to the Company. Shares deferred hereunder shall
          be fully vested and shall not be forfeited for any reason, including, without
          limitation, termination of employment.

11.
    Change in Control. Notwithstanding anything in this Agreement to the
          contrary, upon a Change in Control during any Performance Measurement Period,
          the Participant will immediately vest all in of the Shares, at the 115% level,
          regardless of whether the Participant continues to be employed by the Company or
          any successor to the Company. All certificates for shares shall be immediately
          delivered to the Participant.

12.
    Section 83(b) Election. The Participant may make an election in
          accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended,
          within 30 days of the grant of the Shares, even though the Shares will not vest,
          if at all, until the Lapse Date. Such election must be filed by the Participant
          with the Internal Revenue Service Center where the Participant files his or her
          federal income tax return and attach a copy of the election to his or her income
          tax return for the year the Restricted Stock Award is made. If such election is
          made, the Participant will incur ordinary income tax on the fair market value of
          the Shares on the date of the grant, even though the Participants rights
          to the Shares do not vest until the Lapse Date, and, under current law,
          subsequent appreciation in the value of the stock will be taxed to the
          Participant when the Participant sells the Shares at capital gains tax rates. A
          sample Section 83(b) election is attached to this Agreement as Appendix
          A. If the Participant declines to make the Section 83(b) election, the
          Participant will incur ordinary income tax on the fair market value of the
          Shares on the Lapse Date, provided the Shares have not been forfeited before the
          Lapse Date, and, under current law, any subsequent gain or loss when the
          Participant sells the Shares will be taxed to the Participant at capital gains
          tax rates. If the Participant decides to make a Section 83(b) election, it is
          irrevocable and the Participant will not be able to take a deduction if the
          Restricted Stock Award does not vest or the Shares are subsequently forfeited or
          the value of the Shares declines.

The
Company shall have the right to require the Participant to pay the Company the amount of
any taxes which the Company is or will be required to withhold with respect to such Shares
before the certificates for such Shares are delivered to the Participant in accordance
with this Agreement; provided, however, that the Participant may elect to meet the tax
withholding requirement by requesting the Company to withhold from the Restricted Stock
Award the appropriate number of Shares, rounded up to the next whole number, which would
result in proceeds equal to the tax withholding

5

---

requirement. The Participant may make such
election by completing an election form in the form attached to this Agreement as
Appendix B and delivering it to the Company on or before the date on which
certificates for the Shares are delivered to the Participant. If the amount of any
required tax withholding is not paid in cash or by the Participants election to
withhold shares from the Restricted Stock Award, the Company may elect to deduct such
taxes from any other amounts then payable in cash or in Shares or from any other amounts
payable any time thereafter to the Participant or take such other action it deems
appropriate, including voiding the Restricted Stock Award. The Company shall not deliver
certificates for any Shares subject to the Restricted Stock Award until the tax
withholding obligation is satisfied as provided in this Section 10.

13.
    Provisions of the Plan. All of the provisions of the Plan pursuant to
          which this Agreement is made are hereby incorporated by reference and made a
          part hereof as if specifically set forth herein, and to the extent of any
          conflict between this Agreement and the terms in the aforesaid Plan, the Plan
          shall control. To the extent any capitalized terms are not otherwise defined
          herein, they shall have the meaning set forth in the Plan.

6

---

14.
    Adjustments Upon changes in Capitalization. In the event of changes in
          all of the outstanding Company Stock by reason of stock dividends, stock splits,
          reclassifications, recapitalizations, mergers, consolidations, combinations or
          exchanges of shares, reorganizations or liquidations or similar event, the
          number and class of Shares subject to a Restricted Stock Award shall be
          equitably adjusted by the Committee. Any such adjustment may provide for the
          elimination of any fractional shares which might otherwise become subject to a
          Restricted Stock Award.

15.
    Parties in Interest; Section Headings. This Agreement shall inure to the
          benefit of the Company, its successors and assigns, and shall be binding on the
          Participant and the Participants heirs, personal representatives,
          successors and assigns. The Company may assign its rights under this Agreement.
          The Participant may not assign his/her rights hereunder. The section headings
          contained in this Agreement are inserted as a matter of convenience and shall
          not be considered in interpreting or construing this Agreement.

16.
    Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of Indiana.

17.
    Entire Agreement; Waiver. This Agreement constitutes the entire agreement
          of the parties with respect to the subject matter hereof and supersede all prior
          agreements, written and oral, between the parties hereto with respect to the
          subject matter hereof. The waiver of a breach of any term or condition of this
          Agreement must be in writing signed by the party sought to be charged with such
          waiver, and such waiver shall not be deemed to constitute the waiver of any
          other breach of the same or of any other term or condition of this Agreement.
          The invalidity or unenforceability of any provision of this Agreement shall not
          affect the validity or enforceability of the remaining provisions.

18.
    Amendment. This Agreement may be amended only by a writing signed by each
          of the parties hereto; provided, however, that the Committee may modify the
          Performance Measurement Period Target Net Income as it deems reasonable in the
          event of any circumstance (including without limitation unusual or nonrecurring
          events, changes in tax laws or accounting principles or practices or changed
          business or economic conditions) that cause such Target Net Income to be
          inappropriate.

7

---

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.

| |                                    
| | -----------------------------------
| | COACHMEN INDUSTRIES, INC.          
| | By________________________________ 
| | Title______________________________
| |                                    
| |                                    
| | "PARTICIPANT"                      
| |                                    
| | __________________________________ 

15149842.1

8

---

# Appendix A

ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE OF1986, AS AMENDED (the Code)

Pursuant
to Section 83(b) of the Code and Treasury Regulation §1.83-2 the undersigned hereby
makes the election described in Section 83 (b) of the Code and states as follows:

The
name, address and taxpayer identification number of the taxpayer is



---

---

---

The
property with respect to which the election is made is: ___ shares of
Common  Stock of  Coachmen Industries, Inc.

The
date or dates on which the property was transferred is ________, 2004 and the taxable year
for which such election was made is December 31, 2004.

The
nature of the restriction or restrictions to which the property is subject is as follows:
Shares are restricted and may not be transferred or sold until three years from the date
of grant and then vest only upon satisfaction of certain performance criteria.

The
fair market value at the time of transfer (determined without regard to any lapse
restriction, as defined in Treasury Regulation §1.83-3(i)) of each property with
respect to which the election is being made is $.

The
amount paid for such property is $0.00.

Copies
of this election statement have been furnished to other persons as required by Treasury
Regulation §1.83-2(d).

| |                                      
| | -------------------------------------
| | _____________________________________
| | (Signature)                          

Dated:___________________, 2004

9

---

# Appendix B

# Election To Withhold
Shares From Restricted Stock Awardto Satisfy Withholding Obligations

The
undersigned Participant in the Coachmen Industries, Inc. Performance Based Restricted
Stock Plan has received a Restricted Stock Award under the Plan as evidenced by the
Restricted Stock Award Agreement dated _________, 200_ by and between the undersigned and
Coachmen Industries, Inc. (the Company).

The
undersigned hereby requests the Company to withhold from the Restricted Stock Award the
appropriate number of shares of Common Stock, rounded up to the nearest whole share, which
would result in proceeds equal to all applicable tax withholding requirements with respect
to such Restricted Stock Award. The appropriate number of shares to be withheld shall be
determined based on the closing sales price of the Common Stock on the NYSE Composite
Transactions Tape, as reported in the Wall Street Journal, Midwest Edition, on the
first trading day following the Lapse Date . The under signed understands that the
election made herein is irrevocable.

| |                                                            
| | -----------------------------------------------------------
| |                                                            
| | ___________________________________Signature of Participant
| |                                                            
| | Name:_____________________________                         
| | Date:______________________________                        

10